Oceanic Wind Energy Inc. Private Placement Update

Vancouver, B.C. – November 25, 2022


Oceanic Wind Energy Inc. (TSXV-NEX: NKW.H) (the “Company”) is pleased to announce that further to its press releases dated October 28, 2022 and November 21, 2022, the Company has obtained TSX-NEX approval to its private placement. The Company has been successful in receiving subscriptions for 5,000,840 units (“Units”) at $0.05 per Unit for gross proceeds of $250,042. Each Unit consisting of one common share and one warrant exerciseable at $0.07 for a period of one year.

Directors of the Company participated as to 2,800,000 Units ($140,000) thereby making the offering a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company is of the view that the offering is exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as the Company is listed on the Venture Exchange and the fair market value of any units to insiders or the consideration paid by insiders of the Company will not exceed 25% of the Company’s market capitalization.

The Company did not file a material change report 21 days prior to announcing this private placement as the details of the respective participation is not known.
The Company intends to use the net proceeds for general corporate purposes, working capital.

The securities have been issued having a hold period expiring March 26, 2022.

For further information please contact:

Michael O’Connor, President & CEO
Oceanic Wind Energy Inc
Tel: 604-631-4483
Email: info@oceanicwind.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Certain information contained in this document may include “forward-looking information”. Without limiting the foregoing, the information and any forward-looking information may include statements regarding the closing of the Offering, the filing of a preliminary and final prospectus and the use of proceeds of the Offering. In this document, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or the Company management’s good-faith beliefs with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled “Risks and Uncertainties” in the Management’s Discussion and Analysis of the Company for its most recent interim financial statements filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

The Company does not intend, nor does it undertake, any obligation to update or revise any forward-looking information or statements contained in this document to reflect subsequent information, events or circumstances or otherwise, except as required by applicable laws.